22:11:37 EDT Thu 18 Apr 2024
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North American Nickel reverse takeover

2022-08-16 18:33 ET - Major Transaction Completed

The TSX Venture Exchange has accepted for filing North American Nickel Inc.'s (now Premium Nickel Resources Ltd.) reverse takeover (RTO), as principally described in the company's filing statement dated July 22, 2022.

The RTO includes the following matters, all of which have been accepted by the exchange.

Reverse takeover -- completed

Pursuant to an amalgamation agreement dated April 25, 2022, the company acquired all of the issued and outstanding shares of Premium Nickel Resources Corp., a private Ontario incorporated entity.

The exchange has been advised that disinterested shareholders of the company have approved the RTO.

For additional information please refer to the company's filing statement dated July 22, 2022, available under the company's profile on SEDAR, as well as the company's news releases dated Feb. 17, 2022, April 4, 2022, April 8, 2022, April 26, 2022, April 28, 2022, July 21, 2022, July 27, 2022, and Aug. 15, 2022.

Private placement -- brokered

In connection with the above, the exchange has accepted for filing documentation with respect to a brokered private placement announced April 4, 2022, and April 8, 2022.

Number of subscription receipts:  4,223,600 (postconsolidation) subscription receipts (Each subscription receipt entitles the holder to receive one common share of the company without payment of any additional consideration or any further action, upon the fulfilment of certain release conditions, including, but not limited to, the receipt of all necessary shareholder and/or regulatory approvals of the proposed RTO of the company and Premium Nickel Resources, as more particularly described in the company's Feb. 17, 2022, news release. In the event the escrow release conditions are not met, all proceeds raised will be returned to the subscribers and the subscription receipts will be cancelled.)

Purchase price:  $2.40 per subscription receipt (postconsolidation)

Number of placees:  35 placees

Agent's fee:  Upon satisfaction of the escrow release conditions, aggregate cash commissions of $709,564 are payable and 295,651 (postconsolidation) non-transferable broker warrants are issuable to Paradigm Capital Inc. and Infor Financial Inc. Each broker warrant entitles the holder to acquire one common share at $2.40 (postconsolidation) for a two-year period.

Effective at the market opening on Thursday, Aug. 18, 2022, the shares of the company will resume trading under its new name.

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